0001567619-18-003610.txt : 20181003 0001567619-18-003610.hdr.sgml : 20181003 20181003113319 ACCESSION NUMBER: 0001567619-18-003610 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schweighoffer Michael T CENTRAL INDEX KEY: 0001523038 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35209 FILM NUMBER: 181104230 MAIL ADDRESS: STREET 1: C/O FIRST CONNECTICUT BANCORP, INC. STREET 2: ONE FARM GLEN BOULEVARD CITY: FARMINGTON STATE: CT ZIP: 06032 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: First Connecticut Bancorp, Inc. CENTRAL INDEX KEY: 0001511198 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE FARM GLEN BOULEVARD CITY: FARMINGTON STATE: CT ZIP: 06032 BUSINESS PHONE: 860-676-4600 MAIL ADDRESS: STREET 1: ONE FARM GLEN BOULEVARD CITY: FARMINGTON STATE: CT ZIP: 06032 4 1 doc1.xml FORM 4 X0306 4 2018-10-01 0 0001511198 First Connecticut Bancorp, Inc. FBNK 0001523038 Schweighoffer Michael T C/O FIRST CONNECTICUT BANCORP, INC. ONE FARM GLEN BOULEVARD FARMINGTON CT 06032 0 1 0 0 EVP, Chief Lending Officer Common Stock 2018-10-01 4 D 0 10100 D 0 I Joint with Wife Common Stock 2018-10-01 4 D 0 6879 D 0 I ESOP Common Stock 2018-10-01 4 D 0 51235 D 0 D Stock Options 12.95 2018-10-01 4 D 0 135000 D 2012-09-05 2022-09-05 Common Stock 135000 0 D Restricted Stock Units 25.75 2018-10-01 4 D 0 1064 D 2018-02-21 2020-02-21 Common Stock 1064 0 D Restricted Stock Units 24.45 2018-10-01 4 D 0 3192 D 2020-02-21 2020-02-21 Common Stock 3192 0 D Restricted Stock Units 25.05 2018-10-01 4 D 0 2084 D 2019-02-28 2021-02-28 Common Stock 2084 0 D Restricted Stock Units 25.05 2018-10-01 4 D 0 3234 D 2021-02-28 2021-02-28 Common Stock 3234 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 18, 2018 (the "Merger Agreement"), by and between First Connecticut Bancorp, Inc. ("FCB") and People's United Financial, Inc. ("People's United"), in exchange for 1.725 shares of common stock of People's United ("People's United Common Stock") per share of common stock of FCB ("FCB Common Stock"), having a market value per share of FCB of $29.0835 (based on the value of 1.725 shares of People's United Common Stock at the close of trading on October 1, 2018, the closing date of the merger), with cash payable in lieu of any fractional shares. Per the Merger Agreement, each option to purchase shares of FCB Common Stock that was outstanding, unexercised, and vested immediately prior to the merger was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of FCB Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration over the exercise price per share of FCB Common Stock of such option, divided by (ii) $17.296, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding October 1, 2018 (merger closing), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" is $29.8356, which is equal to the product of (A) the Exchange Ratio (1.725) multiplied by (B) the Purchaser Share Closing Price ($17.296). Pursuant to the Merger Agreement, each FCB performance-based restricted stock unit ("PSU"), whether or not then vested or free of conditions to payment, was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the product of (i) the number of shares of FCB Common Stock subject to such PSU at the target level of performance applicable to such PSU, as determined in accordance with the applicable award agreement pursuant to which such PSU was granted multiplied by (ii) 1.725, with cash payable in lieu of fractional shares. /s/ Michael T. Schweighoffer by POA 2018-10-02